Exhibit 99
Fourth Amendment to Credit Agreement
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made
and effective as of March ___, 2003, by and among COMPUDYNE CORPORATION
(the "Borrower"), the GUARANTORS party to this Fourth Amendment and the
Credit Agreement referred to below (collectively, the "Guarantors"), the
BANKS party to this Fourth Amendment and the Credit Agreement referred to
below (collectively and together with the Agent, the "Banks") and PNC
BANK, NATIONAL ASSOCIATION, individually and in its capacity as agent for
the Banks under the Credit Agreement referred to below (hereinafter
referred to in such capacity as the "Agent").
WITNESSETH:
WHEREAS, reference is made to (i) that certain Credit Agreement
dated November 16, 2001, as amended by that First Amendment to Credit
Agreement dated as of December 19, 2001, that Second Amendment to Credit
Agreement dated as of April 22, 2002 and that Third Amendment to Credit
Agreement dated and effective as of September 30, 2002, by and among the
Borrower, the Guarantors party thereto, the Banks party thereto and the
Agent (as the same may be further amended, restated, supplemented or
modified from time to time, the "Credit Agreement") pursuant to which the
Banks made available to the Borrower a $30,000,000 revolving credit
facility (including a $6,000,000 letter of credit subfacility and a
$2,000,000 swing line of credit) and a $5,000,000 term loan, and (ii)
those Notes of the Borrower evidencing its obligations under the Credit
Agreement and the Loan Documents, comprised of a $3,000,000 Amended and
Restated Term Note dated December 19, 2001, an $18,000,000 Second Amended
and Restated Revolving Credit Note dated April 22, 2002, a $2,000,000
Term Note dated December 19, 2001, a $12,000,000 Amended and Restated
Revolving Credit Note dated April 22, 2002 and a $2,000,000 Swing Line
Note dated November 16, 2001 (collectively, the "Notes");
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent
desire to further amend the Credit Agreement to increase the amount of
the letter of credit subfacility under the revolving credit facility,
modify certain principal "step-down" provisions with respect to the
revolving credit facility limits, modify certain financial covenants and
modify the pricing grid applicable to the loans; and
WHEREAS, the Agent and the Banks desire to provide a waiver of
certain covenant defaults by Borrower as of December 31, 2002.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Amendments to Credit Agreement. The Credit Agreement is amended as
set forth in Exhibit A. Any and all references to the Credit Agreement
in any of the Loan Documents shall be deemed to refer to the Credit
Agreement as amended hereby. Any initially capitalized terms used in
this Fourth Amendment without definition shall have the meanings assigned
to those terms in the Credit Agreement.
2. Incorporation into Credit Agreement. This Fourth Amendment is
deemed incorporated into each of the Loan Documents. To the extent that
any term or provision of this Fourth Amendment is or may be deemed
expressly inconsistent with any term or provision in any Loan Document,
the terms and provisions hereof shall control.
3. Representations. The Borrower and the Guarantors hereby represent
and warrant that (a) all of their respective representations and
warranties in the Loan Documents are true and correct as of the date
hereof, (b) no default or Event of Default exists under any Loan Document
that is not waived or corrected by this Fourth Amendment, and (c) this
Fourth Amendment has been duly authorized, executed and delivered and
constitutes their legal, valid and binding obligations, enforceable in
accordance with its terms.
4. Collateral Confirmation. The Borrower and the Guarantors hereby
confirm that any collateral for the Obligations, including but not
limited to liens, security interests, mortgages, and pledges granted by
the Borrower, the Guarantors or third parties (if applicable), shall
continue unimpaired and in full force and effect.
5. Guarantor Reaffirmation. The Guarantors hereby affirm, acknowledge
and agree that their respective guaranty agreements continue in full
force and effect with respect to the Obligations, as modified and amended
by this Fourth Amendment, and that none of the Guarantors has any
defense, offset or counterclaim to full performance and observance
of their respective liabilities under the guaranty agreements as
reaffirmed hereby. Each Guarantor hereby acknowledges and affirms that
it has and will continue to realize tangible and significant direct
economic benefit from the transactions described in the Credit Agreement,
as amended hereby, the Notes and the other Loan Documents and hereby
irrevocably and unconditionally acknowledge the receipt of good and
valuable consideration for the execution and delivery of their
respective guaranty agreements.
6. Release of Agent and Banks. As additional consideration for the
Agent's and the Banks' entering into this Fourth Amendment, the Borrower
and each Guarantor hereby fully and unconditionally releases and forever
discharges the Agent and the Banks, their respective agents, employees,
directors, officers, attorneys, branches, affiliates, subsidiaries,
successors and assigns and all persons, firms, corporations and
organizations acting on any of their respective behalves (the "Released
Parties") of and from any and all claims, liabilities, demands,
obligations, damages, losses, actions and causes of action whatsoever
which the Borrower or any Guarantor may now have or claim to have against
the Agent or any Bank or any other Released Parties as of the date
hereof, whether presently known or unknown and of any nature and extent
whatsoever, including, without limitation, on account of or in any way
affecting, concerning or arising out of or founded upon the Credit
Agreement, this Fourth Amendment or any of the Loan Documents, including
but not limited to all such loss or damage of any kind heretofore
sustained or that may arise as a consequence of the dealings between the
parties up to and including the date hereof, including but not limited
to, the administration or enforcement of the Loans, the Notes, the
Obligations or any of the Loan Documents. The obligations of the
Borrower and the Guarantors under the Loan Documents and this Fourth
Amendment shall be absolute and unconditional and shall remain in full
force and effect without regard to, and shall not be released, discharged
or in any way affected by:
(i) any exercise or nonexercise of any right, remedy, power
or privilege under or in respect of this Fourth Amendment, any Loan
Document, any document relating to or evidencing any of the Agent's or
any Bank's liens or applicable law, including, without limitation, any
waiver, consent, extension, indulgence or other action or inaction in
respect thereof; or
(ii) any other act or thing or omission or delay to do any
other act or thing which could operate to or as a discharge of the
Borrower or any Guarantor as a matter of law, other than payment in
full of all Obligations, including but not limited to all obligations
under the Loan Documents and this Fourth Amendment.
The Borrower and each of the Guarantors further agrees to indemnify
and hold the Agent and the Banks and their respective officers,
directors, attorneys, agents and employees harmless from any loss,
damage, judgment, liability or expense (including attorneys' fees)
suffered by or rendered against the Agent or the Banks, or any of them,
on account of any claims arising out of or relating to the Obligations.
The Borrower and each of the Guarantors further states that it has
carefully read the foregoing release and indemnity, knows the contents
thereof and grants the same as its own free act and deed.
7. Counterparts. This Fourth Amendment may be signed in any number
of counterpart copies and by the parties hereto on separate counterparts,
but all such copies shall constitute one and the same instrument.
8. Binding Effect. This Fourth Amendment will be binding upon
and inure to the benefit of the Borrower, the Guarantors, the Banks and
the Agent and their respective heirs, executors, administrators,
successors and assigns.
9. Additional Conditions and Covenants. The following agreements
and covenants constitute additional and substantial consideration for the
Banks' agreement to effect the amendments to the Credit Agreement set
forth herein:
(a) The Borrower shall pay an amendment fee to the Agent,
for the pro rata benefit of the Banks, in the amount
of $60,000.00.
(b) The Borrower shall reimburse the Agent for its out of
pocket fees and expenses incurred in connection with
this Amendment, including, without limitation, its
attorney fees and expenses.
(c) The Borrower and the Guarantors shall reimburse the
Bank for its costs and expenses incurred in
connection with a field examination and audit of the
Borrower, the Guarantors and the Banks' collateral
under the Loan Documents to be performed by the Agent
and its agents, employees, contractors and/or
representatives upon reasonable notice to the
Borrower. The Borrower and the Guarantors hereby
acknowledge and agree that such field examination and
audit rights are included within the visitation and
inspection provisions of Section 8.1.6 and the
expense indemnification provisions of Section 11.3 of
the Credit Agreement, and that other such audits and
examinations may be conducted at any time or times
hereafter pursuant to such Sections.
(d) The Borrower and the Guarantors shall execute such
reaffirmation documents and other documents,
instruments and agreements that the Agent may request
from time to time in order to evidence, ratify and
affirm its obligations under the Credit Agreement and
the other Loan Documents and the security interests,
liens and pledges effected thereby.
(e) As an additional affirmative covenant under the
Credit Agreement, not later than June 30, 2003, the
Borrower shall: (i) incur additional Indebtedness
subordinate to the Loans in payment and permitted
lien priority and otherwise on terms and pursuant to
arrangements satisfactory to the Required Banks,
which arrangements shall include, without limitation,
that (A) the terms of such subordinated Indebtedness
not impose more restrictive covenants than those set
forth in the Loan Documents, and (B) the final
maturity of such subordinated Indebtedness be on a
date not earlier than the latest maturity date for
any of the Loans under any of the Loan Documents;
or (ii) complete an equity offering or other capital
infusion transaction on terms and conditions
acceptable to the Required Banks (each, a
"Subordinated Cash Event"), in either case in a net
amount of not less than $7,000,000.00. The proceeds
of the Subordinated Cash Event shall be paid to the
Agent for pro rata application against, first, the
Term Loans and, next, the outstanding balance of the
Revolving Credit Commitments of the Banks, which
shall serve to reduce the amount of each Bank's
Revolving Credit Commitment in an amount equal to
such pro rata application. Failure to complete the
required Subordinated Cash Event shall constitute an
Event of Default under the Credit Agreement to which
no notice or cure rights shall be applicable, and
shall be treated for all purposes as a default
described in Section 9.2.1 of the Credit Agreement.
10. Limited Default Waiver by Banks. By execution of this Fourth
Amendment, the Borrowers and Guarantors acknowledge that the Borrower's
failure to comply as of December 31, 2002, with the following Sections of
the Credit Agreement constitutes Events of Default under the Credit
Agreement (the "Fourth Quarter 2002 Events of Default"): (i) Section
8.2.16, setting forth a Minimum Fixed Charge Coverage Ratio covenant; and
(ii) Section 8.2.17, setting forth a Maximum Leverage Ratio covenant
(jointly, the "Defaulted Covenants"). In consideration of the
Borrower's and the Guarantors' covenants and agreements set forth in this
Fourth Amendment, the Banks hereby grant a waiver of the Fourth Quarter
2002 Events of Default. This waiver (the "Waiver") represents a waiver
of compliance with the Defaulted Covenants only as of the fiscal
quarter ended December 31, 2002, and does not represent a continuing
waiver or any waiver of future covenant compliance. Except as expressly
described above, the Waiver shall not constitute (a) a modification,
alteration, release or waiver of any of the terms, conditions or
covenants of the Credit Agreement or any of the Loan Documents, all of
which remain in full force and effect and are hereby ratified and
affirmed, or (b) a waiver, release or limitation upon any of the Banks'
exercise of any of their respective rights and remedies thereunder,
all of which are hereby expressly reserved. The Waiver shall not relieve
or release the Borrower or any of the Guarantors in any way from any of
their respective duties, obligations, covenants or agreements under the
Credit Agreement or the other Loan Documents or from the consequences of
any Events of Default thereunder, except as expressly described above.
The Waiver shall not obligate the Banks, or be construed to require the
Banks, to waive any other Event of Default or defaults, whether now
existing or which may occur after the date of this Fourth Amendment.
11. Representation by Counsel. The Borrower and each Guarantor
represents and warrants that it is represented by legal counsel of its
choice and that its counsel has had the opportunity to review this Fourth
Amendment, that it is fully aware of the terms contained herein and that
it has voluntarily and without coercion or duress of any kind or nature
whatsoever entered into this Fourth Amendment. The provisions of this
Fourth Amendment shall survive the execution and delivery of this Fourth
Amendment.
12. LIMITATION ON DAMAGES. NEITHER THE AGENT, ANY BANK NOR ANY
AGENT OR ATTORNEY FOR OR OF THE AGENT OR ANY BANK SHALL BE LIABLE TO THE
BORROWER OR ANY GUARANTOR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES ARISING FROM ANY BREACH OF CONTRACT, TORT OR OTHER WRONG
RELATING TO THE ESTABLISHMENT, ADMINISTRATION OR COLLECTION OF THE
OBLIGATIONS, AS DEFINED IN ANY LOAN DOCUMENT OR THE ACTION OR INACTION OF
THE AGENT OR ANY BANK OR THE BORROWER OR ANY GUARANTOR UNDER THIS FOURTH
AMENDMENT OR ANY LOAN DOCUMENT OR OTHERWISE.
13. Ratification of Loan Documents. Except as amended hereby, the
terms and provisions of the Loan Documents remain unchanged and in full
force and effect, and are hereby ratified and affirmed. Except as
expressly provided herein, this Fourth Amendment shall not constitute an
amendment, waiver, consent or release with respect to any provision of
any Loan Document, a waiver of any default or Event of Default
thereunder, or a waiver or release of any of the Banks' rights and
remedies (all of which are hereby reserved). The Borrower and each of
the Guarantors expressly ratifies and confirms the confession of judgment
(if applicable) and waiver of jury trial provisions contained in the Loan
Documents as if set forth herein in their entirety as of the date hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
WITNESS the due execution hereof as of the day and year first above
written.
COMPUDYNE CORPORATION,
a Nevada corporation
By:
Title: CFO-Treasurer
CORRLOGIC, INC.,
a Nevada corporation
By:
Title: Vice President
FIBER SENSYS, INC.,
an Oregon corporation
By:
Title: Vice President
NEW TIBURON, INC.,
a Virginia corporation
By:
Title: Vice President
XXXXXXX SECURITY GROUP,
INC.,
a Delaware corporation
By:
Title: Vice President
NORSHIELD CORPORATION,
an Alabama corporation
By:
Title: Vice President
QUANTA SYSTEMS
CORPORATION,
a Connecticut corporation
By:
Title:
SYSCO SECURITY SYSTEMS, INC.,
a Nevada corporation
By:
Title: Vice President
PNC BANK, NATIONAL
ASSOCIATION,
as a Bank and as Agent
By:
Title: Vice President
SUNTRUST BANK
By:
Title: Vice President
AMENDMENTS TO CREDIT AGREEMENT
EXHIBIT A
The Credit Agreement is hereby amended as follows:
I. Background to Amendment
-----------------------
The Borrower, the Guarantors, the Banks and the Agent desire to
amend the Credit Agreement to increase the amount of the letter of credit
subfacility under the revolving credit facility, modify certain principal
"step-down" provisions with respect to the revolving credit facility
limits, modify certain financial covenants and modify the pricing grid
applicable to the Loans.
II. Credit Agreement Amendments
---------------------------
a) The definition of "Applicable Margin" set forth in
Section 1.1 is deleted and restated in its entirety as follows:
"Applicable Margin shall mean with reference to Loans to which
the Base Rate Option or the Euro-Rate Option applies, an amount in
excess of the Base Rate or Euro-Rate, as appropriate, calculated
in respect of the most-recently reported Leverage Ratio commencing
with the fiscal quarter ending December 31, 2001 according to the
table set forth below. Applicable Margin shall change five (5)
days after internally-prepared financial statements for the period
ending December 31, 2001 are delivered and, thereafter, Applicable
Margin shall change five (5) days after the day financial
statements are due to be delivered pursuant to Sections 8.3.1
[Quarterly Financial Statements] and 8.3.2 [Annual Financial
Statements] and if information necessary to make such
determination is not timely delivered pursuant to such sections,
Applicable Margin shall be at "Level VII" in the following table
until such information is delivered.
APPLICABLE MARGIN
Level Leverage Applicable Applicable Commitment Applicable
Applicable
Ratio Margin for Margin for Fee Margin for Margin
for
Euro-Rate Base Rate Applicable Euro-Rate Base
Rate
Loans (%) Loans (%) Margin (%) Loans % Loans %
(Revolver) (Revolver) (TERM) (TERM)
I less than
1.25 - to
1.0 1.50 .25 .25 1.75 .5
II Greater than
or equal to
-1.25-to
-1.0 but less
than
1.5-to-1.0 1.75 .50 .30 2.0 .75
III Greater than
or equal to
1.50-to
-1.0 but less
than
2.0-to-1.0 2.00 .75 .35 2.25 1.0
IV Greater than
or equal to
2.0-to-1.0
but less
than 2.5
to 1.0 2.25 1.0 .40 2.50 1.25
V Greater than
or equal to
2.5-to-1.0
but less
than
2.75-to-1.0 2.75 1.50 .50 3.0 1.75
VI Greater than
or equal to
2.75-to-1.0
but less
than
3.0-to-1.0 3.0 1.75 .50 3.25 2.0
VII Greater than
or equal to
3.0-to-1.0 3.25 2.0 .50 3.5 2.25
For periods prior to the date in respect of which the
Applicable Margin is first calculated according to the table
set forth above, the Applicable Margin shall be at "Level
II" shown on the chart above."
b) The definition of "Cash Flow from Operations" set forth
in Section 1.1 is deleted and restated in its entirety as follows:
"Cash Flow from Operations for any period of determination
shall mean (i) EBITDA minus Capital Expenditures funded by the
Borrower with cash or through other sources not constituting
proceeds of Indebtedness permitted under Section 8.2.1 hereof
having a final maturity in excess of twelve (12) months (excluding
any Loans, which shall not constitute Indebtedness for purposes of
this definition only), cash taxes and distributions for the
previous four (4) quarters."
c) Section 2.8.1 is deleted and restated in its entirety as
follows:
"2.8.1 Issuance of Letters of Credit.
-----------------------------
Borrower may request the issuance of letters of credit (each a
"Letter of Credit") on behalf of itself or another Loan Party by
delivering to the Agent a completed application and agreement for
letters of credit in such form as the Agent may specify from time to
time by no later than 10:00 a.m., Pittsburgh time, at least three
(3) Business Days, or such shorter period as may be agreed to by the
Agent, in advance of the proposed date of issuance. Except for the
Second Xxxxxxx Letter of Credit (as defined in Subsection 2.8.10,
below), each Letter of Credit shall be either a Standby Letter of
Credit or a Commercial Letter of Credit. Subject to the terms and
conditions hereof and in reliance on the agreements of the other
Banks set forth in this Section 2.8, the Agent will issue a
Letter of Credit provided that each Letter of Credit shall (A) have
a maximum maturity of thirty-six (36) months from the date of
issuance, and (B) in no event expire later than ten (10) Business
Days prior to the Expiration Date and further provided that in no
event shall (i) the Letter of Credit Outstanding exceed, at any one
time, $7,000,000 or (ii) the Revolving Facility Usage exceed, at any
one time, the Revolving Credit Commitments. The Existing Letters of
Credit will be cancelled on the Closing Date or replaced by
Letters of Credit. The Existing Letters of Credit are not "Letters
of Credit" hereunder, but the Second Xxxxxxx Letter of Credit
constitutes a "Letter of Credit" hereunder (subject to the
provisions of Subsection 2.8.10)."
d) Section 8.2.16 is deleted and restated in its entirety as
follows:
"8.2.16 Minimum Fixed Charge Coverage Ratio.
-----------------------------------
The Loan Parties shall not permit the Fixed Charge Coverage Ratio,
calculated as of the end of each fiscal quarter for the preceding four
(4) fiscal quarters then ended, to be less than the following:
Fiscal Quarter Ending Ratio
--------------------- -----
December 31, 2001 through 1.20 to 1.0
and including June 30, 2003
September 30, 2003 and each 1.50 to 1.0
quarter thereafter"
e) Section 8.2.17 is deleted and restated in its entirety as
follows:
"8.2.17 Maximum Leverage Ratio.
----------------------
The Loan Parties shall not at any time permit the Leverage Ratio to
exceed the ratio set forth below during any fiscal quarter during the
periods specified below:
Period Ending Ratio
------------- -----
December 31, 2001,
March 31, 2002,
June 30, 2002,
September 30, 2002 2.50 to 1.0
December 31, 2002 2.25 to 1.0
March 31, 2003 3.15 to 1.0
June 30, 2003 2.75 to 1.0
September 30, 2003 2.50 to 1.0
December 31, 2003 and
each quarter thereafter" 2.25 to 1.0
f) Part 1 of Schedule 1.1(B) is deleted in its entirety and
Restated as follows:
Part 1 - Commitments of Banks and Addresses for Notices to Banks
----------------------------------------------------------------
Bank
----
Name: PNC Bank, National Association
Address: 0000 Xxxxxxxx Xxxx
Xxxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
Telephone (000) 000-0000
Telecopy: (000) 000-0000
Amount of Amount of Amount of
Commitment Commitment Commitment
for Revolving for Term for Swing Total
Ratable
Credit Loans Loans Loans* Commitment Share
------------ ----- ----- ---------- -----
-$18,000,000 $3,000,000 $2,000,000 $21,000,000 60%
to April 1
2003
-$16,800,000
from April 1,
2003 to May
1, 2004
-$15,600,000
from May 1,
2004 through
the Expiration
Date
Bank
----
Name: SunTrust Bank
Address: SunTrust Bank 000
Xxxx Xxxx Xxxxxx
Mail Code HDQ 1022
Xxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
Amount of Amount of Amount of
Commitment Commitment Commitment
for Revolving for Term for Swing Total
Ratable
Credit Loans Loans Loans* Commitment
Share
------------ ----- ----- ----------
-----
-$12,000,000 $2,000,000 $14,000,000 40%
to April 1
2003
-$11,200,000
from April 1,
2003 to May
1, 2004
-$10,400,000
from May 1,
2004 through
the Expiration
Date
Total $30,000,000 $5,000,000 $N/A $ 35,000,000 100%
* The Swing Line is shown as a part of the Revolving Credit Commitment of
PNC Bank and is not separately combined in calculating total Commitments
in the table.
STATE OF ____________________ )
) SS:
COUNTY OF )
On this, the _____ day of March, 2003, before me, a Notary Public, the
undersigned officer, personally appeared
______________________________________, who acknowledged himself/herself
to
be the ____________________________ of COMPUDYNE CORPORATION and that
he/she,
as such officer, being authorized to do so, executed the foregoing
instrument
for the purposes therein contained by signing on behalf of the
corporation as
such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
STATE OF ____________________ )
) SS:
COUNTY OF )
On this, the _____ day of March, 2003, before me, a Notary Public, the
undersigned officer, personally appeared
______________________________________, who acknowledged himself/herself
to
be the ____________________________ of CORRLOGIC, INC. and that he/she,
as
such officer, being authorized to do so, executed the foregoing
instrument
for the purposes therein contained by signing on behalf of the
corporation as
such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
STATE OF ____________________ )
) SS:
COUNTY OF )
On this, the _____ day of March, 2003, before me, a Notary Public, the
undersigned officer, personally appeared
_____________________________________, who acknowledged himself/herself
to
be the ____________________________ of FIBER SENSYS, INC. and that
he/she,
as such officer, being authorized to do so, executed the foregoing
instrument
for the purposes therein contained by signing on behalf of the
corporation as
such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
STATE OF ____________________ )
) SS:
COUNTY OF )
On this, the _____ day of March, 2003, before me, a Notary Public, the
undersigned officer, personally appeared
_____________________________________, who acknowledged himself/herself
to
be the ____________________________ of NEW TIBURON, INC. and that he/she,
as such officer, being authorized to do so, executed the foregoing
instrument
for the purposes therein contained by signing on behalf of the
corporation as
such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
STATE OF ____________________ )
) SS:
COUNTY OF )
On this, the _____ day of March, 2003, before me, a Notary Public, the
undersigned officer, personally appeared _______________________________,
who acknowledged himself/ herself to be the ____________________________
of
XXXXXXX SECURITY GROUP, INC. and that he/she, as such officer, being
authorized to do so, executed the foregoing instrument for the purposes
therein contained by signing on behalf of the corporation as such
officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
STATE OF ____________________ )
) SS:
COUNTY OF )
On this, the _____ day of March, 2003, before me, a Notary Public, the
undersigned officer, personally appeared
______________________________________, who acknowledged himself/herself
to
be the ____________________________ of NORSHIELD CORPORATION and that
he/she,
as such officer, being authorized to do so, executed the foregoing
instrument
for the purposes therein contained by signing on behalf of the
corporation as
such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
STATE OF ____________________ )
) SS:
COUNTY OF )
On this, the _____ day of March, 2003, before me, a Notary Public, the
undersigned officer,
personally appeared _______________________________________, who
acknowledged
himself/herself to be the ____________________________ of QUANTA SYSTEMS
CORPORATION and that he/she, as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained
by signing on behalf of the corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
STATE OF ____________________ )
) SS:
COUNTY OF )
On this, the _____ day of March, 2003, before me, a Notary Public, the
undersigned officer, personally appeared
______________________________________, who acknowledged himself/herself
to
be the ____________________________ of SYSCO SECURITY SYSTEMS, INC. and
that
he/she, as such officer, being authorized to do so, executed the
foregoing
instrument for the purposes therein contained by signing on behalf of the
corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF )
On this, the _____ day of March, 2003, before me, a Notary Public, the
undersigned officer, personally appeared Xxxxxx X. Xxxxxxxx, who
acknowledged himself to be the Vice President of PNC BANK, NATIONAL
ASSOCIATION and that he, as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by
signing on behalf of said bank as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
STATE OF ____________________ )
) SS:
COUNTY OF )
On this, the _____ day of March, 2003, before me, a Notary Public, the
undersigned officer, personally appeared ___________________, who
acknowledged himself to be the Vice President of
SUNTRUST BANK, and that he, as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by
signing on behalf of said bank as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
